联信银行 2024年度报告

☒Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year endedDecember 31, 2024Or Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Comerica Incorporated (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation)(IRS Employer Identification Number) Comerica Bank Tower1717 Main Street, MC 6404Dallas,Texas75201(Address of Principal Executive Offices) (Zip Code)(833)571-0486(Registrant’s Telephone Number, Including Area Code)Securities registered pursuant to Section12(b) ofthe Exchange Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesýNoo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subjectto such filing requirements for the past 90days.YesýNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YesýNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.ý If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in this filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐Noý At June28, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the registrant’s common stock, $5par value, held by non-affiliates had an aggregate market value of approximately $6.7billion based on the closing price on the New York StockExchange on that date of $51.04 per share. For purposes of this Form 10-K only, it has been assumed that all shares of common stock the registrant's Trust Department holds for Comerica’s employee plans, and all shares of common stock the registrant’s directors and executiveofficers hold, are shares held by affiliates. At February20, 2025, the registrant had outstanding131,350,607shares of its common stock, $5par value. Documents Incorporated by Reference:PartIII: Items10-14 and Part II Item 5 as to "Equity Compensation Plan Information"—Proxy Statement for the Annual Meeting of Shareholders to be held April29, 2025. Table of Contents TABLE OF CONTENTS Forward-Looking StatementsPART IItem1. Business.Item1A. Risk Factors.Item1B. Unresolved Staff Comments.Item1C. Cybersecurity.Item2. Properties.Item3. Legal Proceedings.Item4. Mine Safety Disclosures.PART IIItem5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.Item6. Reserved.Item7. Management's Discussion and Analysis of Financial Condition and Results of Operations.Item7A. Quantitative and Qualitative Disclosures About Market Risk.Item8. Financial Statements and Supplementary Data.Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Item9A. Controls and Procedures.Item9B. Other Information.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.PART IIIItem10. Directors, Executive Officers and Corporate Governance.Item11. Executive Compensation.Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Item13. Certain Relationships and Related Transactions, and Director Inde